The following discussion and analysis should be read in conjunction with the
consolidated financial statements and the related notes included elsewhere in
this Annual Report on Form 10-K. For further discussion of our products and
services, technology and competitive strengths, refer to Item 1- Business. For
discussion related to changes in financial condition and the results of
operations for fiscal year 2021-related items, refer to Part II, Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations in our Annual Report on Form 10-K for fiscal year 2021, which was
filed with the Securities and Exchange Commission on February 7, 2022.

Overview and 2022 Highlights



Our mission is to accelerate the world's transition to sustainable energy. We
design, develop, manufacture, lease and sell high-performance fully electric
vehicles, solar energy generation systems and energy storage products. We also
offer maintenance, installation, operation, financial and other services related
to our products. Additionally, we are increasingly focused on products and
services based on artificial intelligence, robotics and automation.

In 2022, we produced 1,369,611 consumer vehicles and delivered 1,313,851
consumer vehicles, despite ongoing supply chain and logistics challenges and
factory shutdowns. We are currently focused on increasing vehicle production,
capacity and delivery capabilities, improving and developing battery
technologies, improving our FSD capabilities, increasing the affordability and
efficiency of our vehicles, bringing new products to market and expanding our
global infrastructure.

In 2022, we deployed 6.5 GWh of energy storage products and 348 megawatts of
solar energy systems. We are currently focused on ramping production of energy
storage products, improving our Solar Roof installation capability and
efficiency, and increasing market share of retrofit and new build solar energy
systems.

In 2022, we recognized total revenues of $81.46 billion, respectively,
representing an increase of $27.64 billion, compared to the prior year. We
continue to ramp production, build new manufacturing capacity and expand our
operations to enable increased deliveries and deployments of our products and
further revenue growth.

In 2022, our net income attributable to common stockholders was $12.56 billion,
representing a favorable change of $7.04 billion, compared to the prior year. We
continue to focus on improving our profitability through production and
operational efficiencies.

We ended 2022 with $22.19 billion in cash and cash equivalents and investments,
representing an increase of $4.48 billion from the end of 2021. Our cash flows
provided by operating activities during 2022 and 2021 were $14.72 billion and
$11.50 billion, respectively, representing an increase of $3.23 billion. Capital
expenditures amounted to $7.16 billion during 2022, compared to $6.48 billion
during 2021. Sustained growth has allowed our business to generally fund itself,
and we will continue investing in a number of capital-intensive projects in
upcoming periods.

Management Opportunities, Challenges and Uncertainties and 2023 Outlook

Automotive-Production

The following is a summary of the status of production of each of our announced vehicle models in production and under development, as of the date of this Annual Report on Form 10-K:



Production Location              Vehicle Model(s)    Production Status
Fremont Factory                  Model S / Model X   Active
                                 Model 3 / Model Y   Active
Gigafactory Shanghai             Model 3 / Model Y   Active
Gigafactory Berlin-Brandenburg   Model Y             Active
Gigafactory Texas                Model Y             Active
                                 Cybertruck          Tooling
Gigafactory Nevada               Tesla Semi          Pilot production
TBD                              Tesla Roadster      In development
TBD                              Robotaxi & Others   In development



                                       32

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We are focused on growing our manufacturing capacity, which includes ramping all
of our production vehicles to their installed production capacities as well as
increasing production rate, efficiency and capacity at our current factories.
The next phase of production growth will depend on the ramp at Gigafactory
Berlin-Brandenburg and Gigafactory Texas, as well as our ability to add to our
available sources of battery cell supply by manufacturing our own cells that we
are developing to have high-volume output, lower capital and production costs
and longer range. Our goals are to improve vehicle performance, decrease
production costs and increase affordability.

However, these plans are subject to uncertainties inherent in establishing and
ramping manufacturing operations, which may be exacerbated by the new product
and manufacturing technologies we are introducing, the number of concurrent
international projects, any industry-wide component constraints, labor shortages
and any future impact from events outside of our control such as the COVID-19
pandemic. Moreover, we have set ambitious technological targets with our plans
for battery cells as well as for iterative manufacturing and design improvements
for our vehicles with each new factory.

Automotive-Demand and Sales



Our cost reduction efforts, cost innovation strategies, and additional localized
procurement and manufacturing are key to our vehicles' affordability, and for
example, have allowed us to competitively price our vehicles in China. We will
also continue to generate demand and brand awareness by improving our vehicles'
performance and functionality, including through products based on artificial
intelligence such as Autopilot and FSD, and other software features, and
delivering new vehicles, such as the Tesla Semi in December 2022. Moreover, we
expect to continue to benefit from ongoing electrification of the automotive
sector and increasing environmental awareness.

However, we operate in a cyclical industry that is sensitive to political and
regulatory uncertainty, including with respect to trade and the environment, all
of which can be compounded by inflationary pressures, rising energy prices,
increases in interest rates and any future global impact from the COVID-19
pandemic. For example, in the earlier part of 2022, the automotive industry in
general experienced part shortages and supplier disruptions which impacted
production leading to a general increase in vehicle pricing. As the year
progressed, inflationary pressures increased across the markets in which we
operate. In an effort to curb this trend, central banks in developed countries
raised interest rates rapidly and substantially, impacting the affordability of
vehicle lease and finance arrangements. Further, sales of vehicles in the
automotive industry also tend to be cyclical in many markets, which may expose
us to increased volatility as we expand and adjust our operations. Moreover, as
additional competitors enter the marketplace and help bring the world closer to
sustainable transportation, we will have to adjust and continue to execute well
to maintain our momentum. These macroeconomic and industry trends have had, and
will likely continue to have, an impact on the pricing of, and order rate for
our vehicles, and we will continue to adjust accordingly to such developments.

Automotive-Deliveries and Customer Infrastructure



As our production increases, we must work constantly to similarly increase
vehicle delivery capability so that it does not become a bottleneck on our total
deliveries. Beginning the second half of 2022, due to continuing challenges
caused by vehicle transportation capacity during peak delivery periods, we began
transitioning to a more even regional mix of vehicle builds each week, which led
to an increase in cars in transit at the end of the year. Increasing the exports
of vehicles manufactured at Gigafactory Shanghai has also been effective in
mitigating the strain on our deliveries in markets outside of the United States,
and we expect to benefit further from situating additional factories closer to
local markets, including the production launch at Gigafactory Berlin-Brandenburg
and Gigafactory Austin. As we expand our manufacturing operations globally, we
will also have to continue to increase and staff our delivery, servicing and
charging infrastructure accordingly, maintain our vehicle reliability and
optimize our Supercharger locations to ensure cost effectiveness and customer
satisfaction. In particular, we remain focused on increasing the capability and
efficiency of our servicing operations.

Energy Generation and Storage Demand, Production and Deployment



The long-term success of this business is dependent upon increasing margins
through greater volumes. We continue to increase the production of our energy
storage products to meet high levels of demand. For Megapack, energy storage
deployments can vary meaningfully quarter to quarter depending on the timing of
specific project milestones. For Powerwall, better availability and growing grid
stability concerns drive higher customer interest. We remain committed to
growing our retrofit solar energy business by offering a low-cost and simplified
online ordering experience. In addition, we continue to seek to improve our
installation capabilities and price efficiencies for Solar Roof. As these
product lines grow, we will have to maintain adequate battery cell supply for
our energy storage products and hire additional personnel, particularly skilled
electricians, to support the ramp of Solar Roof.
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Cash Flow and Capital Expenditure Trends



Our capital expenditures are typically difficult to project beyond the
short-term given the number and breadth of our core projects at any given time,
and may further be impacted by uncertainties in future global market conditions.
We are simultaneously ramping new products, ramping manufacturing facilities on
three continents and piloting the development and manufacture of new battery
cell technologies, and the pace of our capital spend may vary depending on
overall priority among projects, the pace at which we meet milestones,
production adjustments to and among our various products, increased capital
efficiencies and the addition of new projects. Owing and subject to the
foregoing as well as the pipeline of announced projects under development, all
other continuing infrastructure growth and varying levels of inflation, we
currently expect our capital expenditures to be between $6.00 to $8.00 billion
in 2023 and between $7.00 to $9.00 billion in each of the following two fiscal
years.

Our business has recently been consistently generating cash flow from operations
in excess of our level of capital spend, and with better working capital
management resulting in shorter days sales outstanding than days payable
outstanding, our sales growth is also facilitating positive cash generation. We
have and will continue to utilize such cash flows, among other things, to do
more vertical integration, expand our product roadmap and provide financing
options to our customers. On the other hand, we are likely to see heightened
levels of capital expenditures during certain periods depending on the specific
pace of our capital-intensive projects and rising material prices and increasing
supply chain and labor expenses resulting from changes in global trade
conditions and labor availability associated with the COVID-19 pandemic.
Overall, we expect our ability to be self-funding to continue as long as
macroeconomic factors support current trends in our sales.

Operating Expense Trends



As long as we see expanding sales, and excluding the potential impact of
macroeconomic conditions including increased labor costs and impairment charges
on certain assets as explained below, we generally expect operating expenses
relative to revenues to decrease as we continue to increase operational
efficiency and process automation. We expect operating expenses to continue to
grow in 2023 as we are expanding our operations globally.

In the first quarter of 2021, we invested an aggregate $1.50 billion in bitcoin.
As with any investment and consistent with how we manage fiat-based cash and
cash-equivalent accounts, we may increase or decrease our holdings of digital
assets at any time based on the needs of the business and our view of market and
environmental conditions. Digital assets are considered indefinite-lived
intangible assets under applicable accounting rules. Accordingly, any decrease
in their fair values below our carrying values for such assets at any time
subsequent to their acquisition will require us to recognize impairment charges,
whereas we may make no upward revisions for any market price increases until a
sale. For any digital assets held now or in the future, these charges may
negatively impact our profitability in the periods in which such impairments
occur even if the overall market values of these assets increase. For example,
in the year ended December 31, 2022, we recorded $204 million of impairment
losses resulting from changes to the carrying value of our bitcoin and gains of
$64 million on certain conversions of bitcoin into fiat currency by us.

Critical Accounting Policies and Estimates



The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the U.S. ("GAAP"). The preparation of the
consolidated financial statements requires us to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenues, costs and
expenses and related disclosures. We base our estimates on historical
experience, as appropriate, and on various other assumptions that we believe to
be reasonable under the circumstances. Changes in the accounting estimates are
reasonably likely to occur from period to period. Accordingly, actual results
could differ significantly from the estimates made by our management. We
evaluate our estimates and assumptions on an ongoing basis. To the extent that
there are material differences between these estimates and actual results, our
future financial statement presentation, financial condition, results of
operations and cash flows may be affected.

The estimates used for, but not limited to, determining significant economic
incentive for resale value guarantee arrangements, sales return reserves, the
collectability of accounts and financing receivables, inventory valuation,
warranties, fair value of long-lived assets, goodwill, fair value of financial
instruments, fair value and residual value of operating lease vehicles and solar
energy systems subject to leases could be impacted. We have assessed the impact
and are not aware of any specific events or circumstances that required an
update to our estimates and assumptions or materially affected the carrying
value of our assets or liabilities as of the date of issuance of this Annual
Report on Form 10-K. These estimates may change as new events occur and
additional information is obtained. Actual results could differ materially from
these estimates under different assumptions or conditions.
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Revenue Recognition

Automotive Sales

Automotive sales revenue includes revenues related to cash and financing
deliveries of new vehicles, and specific other features and services that meet
the definition of a performance obligation under Accounting Standards
Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"),
including access to our FSD features, internet connectivity, Supercharger
network and over-the-air software updates. We recognize revenue on automotive
sales upon delivery to the customer, which is when the control of a vehicle
transfers. Payments are typically received at the point control transfers or in
accordance with payment terms customary to the business, except sales we finance
for which payments are collected over the contractual loan term. We also
recognize a sales return reserve based on historical experience plus
consideration for expected future market values, when we offer resale value
guarantees or similar buyback terms. Other features and services such as access
to our internet connectivity, legacy programs offering unlimited free
Supercharging and over-the-air software updates are provisioned upon control
transfer of a vehicle and recognized over time on a straight-line basis as we
have a stand-ready obligation to deliver such services to the customer. Other
limited free Supercharging incentives are recognized based on actual usage or
expiration, whichever is earlier. We recognize revenue related to these other
features and services over the performance period, which is generally the
expected ownership life of the vehicle. Revenue related to FSD is recognized
when functionality is delivered to the customer and the portion related to
software updates is recognized over time. For our obligations related to
automotive sales, we estimate standalone selling price by considering costs used
to develop and deliver the service, third-party pricing of similar options and
other information that may be available.

Any fees that are paid or payable by us to a customer's lender when we arrange
the financing are recognized as an offset against automotive sales revenue.
Costs to obtain a contract mainly relate to commissions paid to our sales
personnel for the sale of vehicles. As our contract costs related to automotive
sales are typically fulfilled within one year, the costs to obtain a contract
are expensed as incurred. Amounts billed to customers related to shipping and
handling are classified as automotive sales revenue, and we have elected to
recognize the cost for freight and shipping when control over vehicles, parts or
accessories have transferred to the customer as an expense in cost of automotive
sales revenue. Our policy is to exclude taxes collected from a customer from the
transaction price of automotive contracts.

We offer resale value guarantees or similar buy-back terms to certain
international customers who purchase vehicles and who finance their vehicles
through one of our specified commercial banking partners. Under these programs,
we receive full payment for the vehicle sales price at the time of delivery and
our counterparty has the option of selling their vehicle back to us during the
guarantee period, which currently is generally at the end of the term of the
applicable loan or financing program, for a pre-determined resale value. We
account for such automotive sales as a sale with a right of return when we do
not believe the customer has a significant economic incentive to exercise the
resale value guarantee provided to them at contract inception. The process to
determine whether there is a significant economic incentive includes a
comparison of a vehicle's estimated market value at the time the option is
exercisable with the guaranteed resale value to determine the customer's
economic incentive to exercise. On a quarterly basis, we assess the estimated
market values of vehicles sold with resale value guarantees to determine whether
there have been changes to the likelihood of future product returns. As we
accumulate more data related to the resale values of our vehicles or as market
conditions change, there may be material changes to their estimated values.

Inventory Valuation



Inventories are stated at the lower of cost or net realizable value. Cost is
computed using standard cost for vehicles and energy products, which
approximates actual cost on a first-in, first-out basis. We record inventory
write-downs for excess or obsolete inventories based upon assumptions about
current and future demand forecasts. If our inventory on-hand is in excess of
our future demand forecast, the excess amounts are written-off.

We also review our inventory to determine whether its carrying value exceeds the
net amount realizable upon the ultimate sale of the inventory. This requires us
to determine the estimated selling price of our vehicles less the estimated cost
to convert the inventory on-hand into a finished product. Once inventory is
written-down, a new, lower cost basis for that inventory is established and
subsequent changes in facts and circumstances do not result in the restoration
or increase in that newly established cost basis.

Should our estimates of future selling prices or production costs change, additional and potentially material write-downs may be required. A small change in our estimates may result in a material charge to our reported financial results.


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Warranties



We provide a manufacturer's warranty on all new and used vehicles and a warranty
on the installation and components of the energy generation and storage systems
we sell for periods typically between 10 to 25 years. We accrue a warranty
reserve for the products sold by us, which includes our best estimate of the
projected costs to repair or replace items under warranties and recalls if
identified. These estimates are based on actual claims incurred to date and an
estimate of the nature, frequency and costs of future claims. These estimates
are inherently uncertain given our relatively short history of sales, and
changes to our historical or projected warranty experience may cause material
changes to the warranty reserve in the future. The warranty reserve does not
include projected warranty costs associated with our vehicles subject to
operating lease accounting and our solar energy systems under lease contracts or
PPAs, as the costs to repair these warranty claims are expensed as incurred. The
portion of the warranty reserve expected to be incurred within the next 12
months is included within Accrued liabilities and other, while the remaining
balance is included within Other long-term liabilities on the consolidated
balance sheets. Warranty expense is recorded as a component of Cost of revenues
in the consolidated statements of operations. Due to the magnitude of our
automotive business, accrued warranty balance is primarily related to our
automotive segment.

Stock-Based Compensation



We use the fair value method of accounting for our stock options and restricted
stock units ("RSUs") granted to employees and for our employee stock purchase
plan (the "ESPP") to measure the cost of employee services received in exchange
for the stock-based awards. The fair value of stock option awards with only
service and/or performance conditions is estimated on the grant or offering date
using the Black-Scholes option-pricing model. The Black-Scholes option-pricing
model requires inputs such as the risk-free interest rate, expected term and
expected volatility. These inputs are subjective and generally require
significant judgment. The fair value of RSUs is measured on the grant date based
on the closing fair market value of our common stock. The resulting cost is
recognized over the period during which an employee is required to provide
service in exchange for the awards, usually the vesting period, which is
generally four years for stock options and RSUs and six months for the ESPP.
Stock-based compensation expense is recognized on a straight-line basis, net of
actual forfeitures in the period.

For performance-based awards, stock-based compensation expense is recognized
over the expected performance achievement period of individual performance
milestones when the achievement of each individual performance milestone becomes
probable.

As we accumulate additional employee stock-based awards data over time and as we
incorporate market data related to our common stock, we may calculate
significantly different volatilities and expected lives, which could materially
impact the valuation of our stock-based awards and the stock-based compensation
expense that we will recognize in future periods. Stock-based compensation
expense is recorded in Cost of revenues, Research and development expense and
Selling, general and administrative expense in the consolidated statements of
operations.

Income Taxes

We are subject to taxes in the U.S. and in many foreign jurisdictions.
Significant judgment is required in determining our provision for income taxes,
our deferred tax assets and liabilities and any valuation allowance recorded
against our net deferred tax assets. We make these estimates and judgments about
our future taxable income that are based on assumptions that are consistent with
our future plans. Tax laws, regulations and administrative practices may be
subject to change due to economic or political conditions including fundamental
changes to the tax laws applicable to corporate multinationals. The U.S., many
countries in the European Union and a number of other countries are actively
considering changes in this regard. As of December 31, 2022, we had recorded a
full valuation allowance on our net U.S. deferred tax assets because we expect
that it is more likely than not that our U.S. deferred tax assets will not be
realized. Should the actual amounts differ from our estimates, the amount of our
valuation allowance could be materially impacted.

Furthermore, significant judgment is required in evaluating our tax positions.
In the ordinary course of business, there are many transactions and calculations
for which the ultimate tax settlement is uncertain. As a result, we recognize
the effect of this uncertainty on our tax attributes or taxes payable based on
our estimates of the eventual outcome. These effects are recognized when,
despite our belief that our tax return positions are supportable, we believe
that it is more likely than not that some of those positions may not be fully
sustained upon review by tax authorities. We are required to file income tax
returns in the U.S. and various foreign jurisdictions, which requires us to
interpret the applicable tax laws and regulations in effect in such
jurisdictions. Such returns are subject to audit by the various federal, state
and foreign taxing authorities, who may disagree with respect to our tax
positions. We believe that our consideration is adequate for all open audit
years based on our assessment of many factors, including past experience and
interpretations of tax law. We review and update our estimates in light of
changing facts and circumstances, such as the closing of a tax audit, the lapse
of a statute of limitations or a change in estimate. To the extent that the
final tax outcome of these matters differs from our expectations, such
differences may impact income tax expense in the period in which such
determination is made. The eventual impact on our income tax expense depends in
part if we still have a valuation allowance recorded against our deferred tax
assets in the period that such determination is made.
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Results of Operations

Revenues

                                     Year Ended December 31,               2022 vs. 2021 Change             2021 vs. 2020 Change
(Dollars in millions)             2022         2021         2020             $                %               $                %
Automotive sales                $ 67,210     $ 44,125     $ 24,604     $      23,085             52 %   $      19,521             79 %
Automotive regulatory credits      1,776        1,465        1,580               311             21 %            (115 )           (7 )%
Automotive leasing                 2,476        1,642        1,052               834             51 %             590             56 %
Total automotive revenues         71,462       47,232       27,236            24,230             51 %          19,996             73 %
Services and other                 6,091        3,802        2,306             2,289             60 %           1,496             65 %
Total automotive & services
and other
  segment revenue                 77,553       51,034       29,542            26,519             52 %          21,492             73 %
Energy generation and storage
segment revenue                    3,909        2,789        1,994             1,120             40 %             795             40 %
Total revenues                  $ 81,462     $ 53,823     $ 31,536     $      27,639             51 %   $      22,287             71 %



Automotive & Services and Other Segment



Automotive sales revenue includes revenues related to cash and financing
deliveries of new Model S, Model X, Semi, Model 3, and Model Y vehicles,
including access to our FSD features, internet connectivity, free Supercharging
programs and over-the-air software updates. These deliveries are vehicles that
are not subject to lease accounting.

Automotive regulatory credits includes sales of regulatory credits to other
automotive manufacturers. Our revenue from automotive regulatory credits is
directly related to our new vehicle production, sales and pricing negotiated
with our customers. We monetize them proactively as new vehicles are sold based
on standing arrangements with buyers of such credits, typically as close as
possible to the production and delivery of the vehicle or changes in regulation
impacting the credits.

Automotive leasing revenue includes the amortization of revenue for vehicles under direct operating lease agreements. Additionally, automotive leasing revenue includes direct sales-type leasing programs where we recognize all revenue associated with the sales-type lease upon delivery to the customer.



Services and other revenue consists of non-warranty after-sales vehicle services
and parts, paid Supercharging, sales of used vehicles, retail merchandise and
vehicle insurance revenue.

2022 compared to 2021

Automotive sales revenue increased $23.09 billion, or 52%, in the year ended
December 31, 2022 as compared to the year ended December 31, 2021, primarily due
to an increase of 347,024 Model 3 and Model Y deliveries, and an increase of
38,183 Model S and Model X deliveries year over year. This was achieved from
production ramping of Model Y at Gigafactory Shanghai and the Fremont Factory as
well as the start of production at Gigafactory Berlin-Brandenburg and
Gigafactory Texas in 2022, at a higher combined average selling price from a
higher proportion of Model Y sales despite a negative impact from the United
States dollar strengthening against other foreign currencies in 2022 compared to
the prior period. There was also an increase in production of Model S and Model
X and an increase in the combined average selling price of Model S and Model X
with a higher proportion of Model X sales, compared to the prior period as
deliveries of the new versions of Model S and Model X began ramping in the
second and fourth quarters of 2021, respectively. Further, during the fourth
quarter of 2022, we recognized $324 million in revenue related to the general
FSD feature release in North America.

Automotive regulatory credits revenue increased $311 million, or 21%, in the
year ended December 31, 2022 as compared to the year ended December 31, 2021,
primarily due to changes in regulation which entitled us to additional
consideration of $288 million in revenue in the first quarter of 2022 for
credits sold previously, in the absence of which we had only an immaterial
increase in automotive regulatory credits revenue.

Automotive leasing revenue increased $834 million, or 51%, in the year ended
December 31, 2022 as compared to the year ended December 31, 2021. The change is
primarily due to an increase in activities under our direct operating lease
program as well as an increase in direct sales-type leasing revenue.

Services and other revenue increased $2.29 billion, or 60%, in the year ended
December 31, 2022 as compared to the year ended December 31, 2021. The change is
primarily due to increase in used vehicle revenue driven by increases in volume
and average selling prices of used Tesla and non-Tesla vehicles, non-warranty
maintenance services revenue as our fleet continues to grow, paid Supercharging
revenue, insurance services revenue and retail merchandise revenue.
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Energy Generation and Storage Segment



Energy generation and storage revenue includes sales and leasing of solar energy
generation and energy storage products, financing of solar energy generation
products, services related to such products and sales of solar energy systems
incentives.

2022 compared to 2021

Energy generation and storage revenue increased $1.12 billion, or 40%, in the
year ended December 31, 2022 as compared to the year ended December 31, 2021,
primarily due to an increase in energy storage deployments of Megapack,
Powerwall and higher average selling price of Megapack, as well as on solar cash
and loan deployments driven by price increases in 2022.

Cost of Revenues and Gross Margin



                                       Year Ended December 31,               2022 vs. 2021 Change             2021 vs. 2020 Change
(Dollars in millions)              2022         2021          2020             $                %               $                %
Cost of revenues
Automotive sales                 $ 49,599     $ 32,415      $ 19,696     $      17,184             53 %   $      12,719             65 %
Automotive leasing                  1,509          978           563               531             54 %             415             74 %
Total automotive cost of
revenues                           51,108       33,393        20,259            17,715             53 %          13,134             65 %
Services and other                  5,880        3,906         2,671             1,974             51 %           1,235             46 %
Total automotive & services
and other
  segment cost of revenues         56,988       37,299        22,930            19,689             53 %          14,369             63 %
Energy generation and storage
segment                             3,621        2,918         1,976               703             24 %             942             48 %
Total cost of revenues           $ 60,609     $ 40,217      $ 24,906     $      20,392             51 %   $      15,311             61 %

Gross profit total automotive $ 20,354 $ 13,839 $ 6,977 Gross margin total automotive 28.5 % 29.3 % 25.6 %



Gross profit total automotive
& services and other
  segment                        $ 20,565     $ 13,735      $  6,612
Gross margin total automotive
& services and other
  segment                            26.5 %       26.9 %        22.4 %

Gross profit energy generation
and storage segment              $    288     $   (129 )    $     18
Gross margin energy generation
and storage segment                   7.4 %       (4.6 )%        0.9 %

Total gross profit               $ 20,853     $ 13,606      $  6,630
Total gross margin                   25.6 %       25.3 %        21.0 %


Automotive & Services and Other Segment



Cost of automotive sales revenue includes direct and indirect materials, labor
costs, manufacturing overhead, including depreciation costs of tooling and
machinery, shipping and logistic costs, vehicle connectivity costs, allocations
of electricity and infrastructure costs related to our free Supercharging
programs and reserves for estimated warranty expenses. Cost of automotive sales
revenues also includes adjustments to warranty expense and charges to write down
the carrying value of our inventory when it exceeds its estimated net realizable
value and to provide for obsolete and on-hand inventory in excess of forecasted
demand.

Cost of automotive leasing revenue includes the depreciation of operating lease
vehicles, cost of goods sold associated with direct sales-type leases and
warranty expense related to leased vehicles. Cost of automotive leasing revenue
also includes vehicle connectivity costs and allocations of electricity and
infrastructure costs related to our Supercharger network for vehicles under our
leasing programs.

Cost of services and other revenue includes costs associated with providing
non-warranty after-sales services and parts, costs of paid Supercharging, cost
of used vehicles including refurbishment costs, costs for retail merchandise,
and costs to provide vehicle insurance.
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2022 compared to 2021



Cost of automotive sales revenue increased $17.18 billion, or 53%, in the year
ended December 31, 2022 as compared to the year ended December 31, 2021, in line
with the growth in revenue year over year, as discussed above. The average
combined cost per unit of Model 3 and Model Y increased year over year due to
rising raw material, logistics and warranty costs. There were also idle capacity
charges of $306 million primarily related to the temporary suspension of
production at Gigafactory Shanghai as well as the ramping up of production in
Gigafactory Texas and our proprietary battery cells manufacturing during the
year ended December 31, 2022. We had also incurred costs related to the ramp up
of production in Gigafactory Berlin-Brandenburg during the year ended December
31, 2022. These increases were partially offset by a decrease in combined
average Model S and Model X costs per unit driven by lower average cost for the
new versions from ramping up production. Further, these increases in costs of
revenue were positively impacted by the United States dollar strengthening
against other foreign currencies in 2022 compared to the prior period.

Cost of automotive leasing revenue increased $531 million, or 54%, in the year
ended December 31, 2022 as compared to the year ended December 31, 2021,
primarily due to an increase in cumulative vehicles under our direct operating
lease program and an increase in direct sales-type leasing cost of revenues from
more activities in the current year.

Cost of services and other revenue increased $1.97 billion, or 51%, in the year
ended December 31, 2022 as compared to the year ended December 31, 2021. The
change is primarily due to an increase in used vehicle cost of revenue driven by
increases in volume and costs of used Tesla and non-Tesla vehicle sales, an
increase in non-warranty maintenance service revenue, and an increase in costs
of paid Supercharging, insurance services and retail merchandise.

Gross margin for total automotive decreased from 29.3% to 28.5% in the year
ended December 31, 2022 as compared to the year ended December 31, 2021. This
was driven by the changes in automotive sales revenue and cost of automotive
sales revenue, partially offset by an increase in regulatory credits revenue, as
discussed earlier.

Gross margin for total automotive & services and other segment decreased from
26.9% to 26.5% in the year ended December 31, 2022 as compared to the year ended
December 31, 2021, primarily due to the automotive gross margin decrease
discussed above, partially offset by an improvement in our services and other
gross margin. Additionally, services and other was a higher percentage of the
segment gross margin during the year ended 2022 as compared to the prior year.

Energy Generation and Storage Segment



Cost of energy generation and storage revenue includes direct and indirect
material and labor costs, warehouse rent, freight, warranty expense, other
overhead costs and amortization of certain acquired intangible assets. Cost of
energy generation and storage revenue also includes charges to write down the
carrying value of our inventory when it exceeds its estimated net realizable
value and to provide for obsolete and on-hand inventory in excess of forecasted
demand. In agreements for solar energy system and PPAs where we are the lessor,
the cost of revenue is primarily comprised of depreciation of the cost of leased
solar energy systems, maintenance costs associated with those systems and
amortization of any initial direct costs.

2022 compared to 2021



Cost of energy generation and storage revenue increased $703 million, or 24%, in
the year ended December 31, 2022 as compared to the year ended December 31,
2021, primarily due to increases in energy storage deployments of Megapack and
Powerwall, as well as higher average cost of solar cash and loan deployments due
to increased component costs.

Gross margin for energy generation and storage increased from -4.6% to 7.4% in
the year ended December 31, 2022 as compared to the year ended December 31,
2021. This was driven by the growth in energy generation and storage revenue and
cost of energy generation and storage revenue as discussed above. Additionally,
there was a higher proportion of energy storage sales, which operated at a
higher gross margin, within the segment.
                                       39
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Research and Development Expense



                                     Year Ended December 31,              2022 vs. 2021 Change            2021 vs. 2020 Change
(Dollars in millions)              2022        2021        2020            $                 %               $                %
Research and development         $  3,075     $ 2,593     $ 1,491     $       482               19 %   $       1,102            74 %
As a percentage of revenues             4 %         5 %         5 %



Research and development ("R&D") expenses consist primarily of personnel costs
for our teams in engineering and research, manufacturing engineering and
manufacturing test organizations, prototyping expense, contract and professional
services and amortized equipment expense.

R&D expenses increased $482 million, or 19%, in the year ended December 31, 2022
as compared to the year ended December 31, 2021. The increase was primarily due
to a $175 million increase in employee and labor related expenses, a $132
million increase in facilities, outside services, freight and depreciation
expense, a $101 million increase in R&D expensed materials and an $87 million
increase in stock-based compensation expense. These increases were to support
our expanding product roadmap and technologies including our proprietary battery
cells. Further, there were additional R&D expenses in the first quarter of 2022
as we were in the pre-production phase at Gigafactory Texas and started
production at Gigafactory Berlin-Brandenburg only closer to the end of the first
quarter of 2022.

R&D expenses as a percentage of revenue decreased from 5% to 4% in the year ended December 31, 2022 as compared to the year ended December 31, 2021. Our R&D expenses have decreased as a proportion of total revenues despite expanding product roadmap and technologies.

Selling, General and Administrative Expense



                                    Year Ended December 31,             2022 vs. 2021 Change             2021 vs. 2020 Change
(Dollars in millions)             2022        2021        2020            $                %                $                %
Selling, general and
administrative                  $  3,946     $ 4,517     $ 3,145     $      (571 )           (13 )%   $       1,372            44 %
As a percentage of revenues            5 %         8 %        10 %


Selling, general and administrative ("SG&A") expenses generally consist of personnel and facilities costs related to our stores, marketing, sales, executive, finance, human resources, information technology and legal organizations, as well as fees for professional and contract services and litigation settlements.



SG&A expenses decreased $571 million, or 13%, in the year ended December 31,
2022 as compared to the year ended December 31, 2021. This is primarily due to a
decrease of $822 million in stock-based compensation expense, most of which is
attributable to the lower stock-based compensation expense of $844 million on
the 2018 CEO Performance Award. This was partially offset by the overall growth
in stock-based compensation due to increased headcount. See Note 13, Equity
Incentive Plans, to the consolidated financial statements included elsewhere in
this Annual Report on Form 10-K. There was also a decrease of $87 million in
overall employee and labor related expenses driven by a decrease of $340 million
of additional payroll tax due to our CEO's option exercises from the 2012 CEO
Performance Award in 2021, partially offset by an increase in other employee and
labor costs from increased headcount. These decreases were partially offset by
an increase of $222 million in facilities-related expenses, and an increase of
$117 million in professional services, sales and marketing activities and other
costs.

SG&A expenses as a percentage of revenue decreased from 8% to 5% in the year
ended December 31, 2022 as compared to the year ended December 31, 2021. Our
SG&A expenses have decreased as a proportion of total revenues due to the
decrease in expenses as discussed above, in addition to operational
efficiencies.

Restructuring and Other Expense



                                      Year Ended December 31,              2022 vs. 2021 Change        2021 vs. 2020 Change
(Dollars in millions)             2022           2021         2020         $              %            $              %
Restructuring and other         $    176       $    (27 )    $     -     $  203     Not meaningful   $  (27 )   Not meaningful



During the years ended December 31, 2022 and 2021, we recorded $204 million and
$101 million, respectively, of impairment losses on digital assets,
respectively. During the years ended December 31, 2022 and 2021, we also
realized gains of $64 million and $128 million, respectively, in connection with
converting our holdings of digital assets into fiat currency. See Note 3,
Digital Assets, Net, to the consolidated financial statements included elsewhere
in this Annual Report on Form 10-K for further details. Additionally, we
recorded other expenses of $36 million during the second quarter of the year
ended December 31, 2022, related to employee terminations.
                                       40
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Interest Income

                                      Year Ended December 31,              2022 vs. 2021 Change           2021 vs. 2020 Change
(Dollars in millions)             2022          2021          2020           $               %             $                 %
Interest income                 $    297       $    56      $     30     $     241             430 %   $      26                87 %



Interest income increased $241 million, or 430%, in the year ended December 31,
2022 as compared to the year ended December 31, 2021. This increase was
primarily due to higher interest earned on our cash and cash equivalents and
short-term investments during the year ended 2022 compared to the prior period.
This was driven by an increase in our average cash and cash equivalents and
short-term investments balance and rising interest rates.

Interest Expense

                                    Year Ended December 31,            2022 vs. 2021 Change           2021 vs. 2020 Change
(Dollars in millions)             2022          2021       2020          $               %              $               %
Interest expense                $   (191 )     $ (371 )   $ (748 )   $     180             (49 )%   $     377             (50 )%



Interest expense decreased $180 million, or 49%, in the year ended December 31,
2022 as compared to the year ended December 31, 2021. This decrease was
primarily due to the continued reduction in our overall debt balance offset by
lower capitalized interest. See Note 11, Debt, to the consolidated financial
statements included elsewhere in this Annual Report on Form 10-K for further
details.

Other (Expense) Income, Net



                                     Year Ended December 31,             2022 vs. 2021 Change        2021 vs. 2020 Change
(Dollars in millions)             2022          2021        2020         $              %            $              %

Other (expense) income, net $ (43 ) $ 135 $ (122 ) $ (178 ) Not meaningful $ 257 Not meaningful





Other (expense) income, net, consists primarily of foreign exchange gains and
losses related to our foreign currency-denominated monetary assets and
liabilities. We expect our foreign exchange gains and losses will vary depending
upon movements in the underlying exchange rates.

Other (expense) income, net, changed unfavorably by $178 million in the year
ended December 31, 2022 as compared to the year ended December 31, 2021. The
change is primarily due to fluctuations in foreign currency exchange rates.

Provision for Income Taxes

                                       Year Ended December 31,                2022 vs. 2021 Change           2021 vs. 2020 Change
(Dollars in millions)               2022           2021        2020            $                 %             $               %
Provision for income taxes       $    1,132       $   699     $   292     $       433               62 %   $     407             139 %
Effective tax rate                        8 %          11 %        25 %


Our provision for income taxes increased by $433 million, or 62%, in the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to the increase in our pre-tax income year over year.



Our effective tax rate decreased from 11% to 8% in the year ended December 31,
2022 as compared to the year ended December 31, 2021, primarily due to changes
in mix of jurisdictional earnings.

See Note 14, Income Taxes, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details.



Net Income Attributable to Noncontrolling Interests and Redeemable
Noncontrolling Interests

                                    Year Ended December 31,            2022 vs. 2021 Change           2021 vs. 2020 Change
(Dollars in millions)           2022           2021        2020          $               %              $               %
Net income attributable to
noncontrolling
  interests and redeemable
noncontrolling interests
  in subsidiaries              $    31       $    125     $  141     $     (94 )           (75 )%   $     (16 )           (11 )%



                                       41

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Net income attributable to noncontrolling interests and redeemable
noncontrolling interests decreased by $94 million, or 75%, in the year ended
December 31, 2022 as compared to the year ended December 31, 2021. These changes
were due to a decrease in allocations to financing fund investors.

Liquidity and Capital Resources



We expect to continue to generate net positive operating cash flow as we have
done in the last four fiscal years. The cash we generate from our core
operations enables us to fund ongoing operations and production, our research
and development projects for new products and technologies including our
proprietary battery cells, additional manufacturing ramps at existing
manufacturing facilities such as the Fremont Factory, Gigafactory Nevada,
Gigafactory Shanghai and Gigafactory New York, the ramp of Gigafactory
Berlin-Brandenburg and Gigafactory Texas and the continued expansion of our
retail and service locations, body shops, Mobile Service fleet, Supercharger
network and energy product installation capabilities.

In addition, because a large portion of our future expenditures will be to fund
our growth, we expect that if needed we will be able to adjust our capital and
operating expenditures by operating segment. For example, if our near-term
manufacturing operations decrease in scale or ramp more slowly than expected,
including due to global economic or business conditions, we may choose to
correspondingly slow the pace of our capital expenditures. Finally, we
continually evaluate our cash needs and may decide it is best to raise
additional capital or seek alternative financing sources to fund the rapid
growth of our business, including through drawdowns on existing or new debt
facilities or financing funds. Conversely, we may also from time to time
determine that it is in our best interests to voluntarily repay certain
indebtedness early.

Accordingly, we believe that our current sources of funds will provide us with
adequate liquidity during the 12-month period following December 31, 2022, as
well as in the long-term.

See the sections below for more details regarding the material requirements for cash in our business and our sources of liquidity to meet such needs.

Material Cash Requirements



From time to time in the ordinary course of business, we enter into agreements
with vendors for the purchase of components and raw materials to be used in the
manufacture of our products. However, due to contractual terms, variability in
the precise growth curves of our development and production ramps, and
opportunities to renegotiate pricing, we generally do not have binding and
enforceable purchase orders under such contracts beyond the short-term, and the
timing and magnitude of purchase orders beyond such period is difficult to
accurately project.

As discussed in and subject to the considerations referenced in Part II, Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations-Management Opportunities, Challenges and Risks and 2023 Outlook-Cash
Flow and Capital Expenditure Trends in this Annual Report on Form 10-K, we
currently expect our capital expenditures to support our projects globally to be
between $6.00 to $8.00 billion in 2023 and between $7.00 to $9.00 billion in
each of the following two fiscal years. In connection with our operations at
Gigafactory New York, we have an agreement to spend or incur $5.00 billion in
combined capital, operational expenses, costs of goods sold and other costs in
the State of New York through December 31, 2029 (pursuant to a deferral of our
required timelines to meet such obligations that was granted in April 2021, and
which was memorialized in an amendment to our agreement with the SUNY Foundation
in August 2021). We also have an operating lease arrangement with the local
government of Shanghai pursuant to which we are required to spend RMB 14.08
billion in capital expenditures at Gigafactory Shanghai by the end of 2023. For
details regarding these obligations, refer to Note 15, Commitments and
Contingencies, to the consolidated financial statements included elsewhere in
this Annual Report on Form 10-K.

As of December 31, 2022, we and our subsidiaries had outstanding $2.06 billion
in aggregate principal amount of indebtedness, of which $1.02 billion is
scheduled to become due in the succeeding 12 months. As of December 31, 2022,
our total minimum lease payments was $4.28 billion, of which $1.14 billion is
due in the succeeding 12 months. For details regarding our indebtedness and
lease obligations, refer to Note 11, Debt, and Note 12, Leases, to the
consolidated financial statements included elsewhere in this Annual Report on
Form 10-K.

Sources and Conditions of Liquidity



Our sources to fund our material cash requirements are predominantly from our
deliveries and servicing of new and used vehicles, sales and installations of
our energy storage products and solar energy systems, proceeds from debt
facilities and proceeds from equity offerings, when applicable.
                                       42
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As of December 31, 2022, we had $16.25 billion and $5.93 billion of cash and
cash equivalents and short-term investments, respectively. Balances held in
foreign currencies had a U.S. dollar equivalent of $3.42 billion and consisted
primarily of Chinese yuan, euros and British pounds. In addition, we had $2.42
billion of unused committed amounts under our credit facilities as of December
31, 2022, which included $2.27 billion under our Credit Agreement which was
terminated in January 2023. Certain of such unused committed amounts are subject
to satisfying specified conditions prior to draw-down (such as pledging to our
lenders sufficient amounts of qualified receivables, inventories, leased
vehicles and our interests in those leases, solar energy systems and the
associated customer contracts or various other assets). In January 2023, we
entered into an unsecured revolving credit facility providing for a commitment
of up to $5.0 billion. For details regarding our indebtedness, refer to Note 11,
Debt, to the consolidated financial statements included elsewhere in this Annual
Report on Form 10-K.

We continue adapting our strategy to meet our liquidity and risk objectives,
such as investing in U.S. government and other investments, to do more vertical
integration, expand our product roadmap and provide financing options to our
customers.

Summary of Cash Flows

                                                            Year Ended December 31,
(Dollars in millions)                                   2022          2021         2020
Net cash provided by operating activities             $  14,724     $ 11,497     $  5,943
Net cash used in investing activities                 $ (11,973 )   $ 

(7,868 ) $ (3,132 ) Net cash (used in) provided by financing activities $ (3,527 ) $ (5,203 ) $ 9,973

Cash Flows from Operating Activities



Our cash flows from operating activities are significantly affected by our cash
investments to support the growth of our business in areas such as research and
development and selling, general and administrative and working capital. Our
operating cash inflows include cash from vehicle sales and related servicing,
customer lease and financing payments, customer deposits, cash from sales of
regulatory credits and energy generation and storage products. These cash
inflows are offset by our payments to suppliers for production materials and
parts used in our manufacturing process, operating expenses, operating lease
payments and interest payments on our financings.

Net cash provided by operating activities increased by $3.23 billion to $14.72
billion during the year ended December 31, 2022 from $11.50 billion during the
year ended December 31, 2021. This increase was primarily due to the increase in
net income excluding non-cash expenses, gains and losses of $7.65 billion,
offset by the overall increase in net operating assets and liabilities of $4.43
billion. The increase in our net operating assets and liabilities was mainly
driven by a larger increase of inventory in the year ended December 31, 2022 as
compared to the year ended December 31, 2021, partially offset by a larger
increase of accounts payable and accrued liabilities, to support the ramp up in
production at our factories and larger increases in other non-current assets and
prepaid expenses and other current assets. Additionally, the increase in our net
operating assets and other liabilities was partially offset by a larger increase
in other long-term liabilities as compared to the prior year.

Cash Flows from Investing Activities



Cash flows from investing activities and their variability across each period
related primarily to capital expenditures, which were $7.16 billion for the year
ended December 31, 2022 and $6.48 billion for the year ended December 31, 2021,
mainly for the expansions of Gigafactory Texas, the Fremont Factory, Gigafactory
Berlin-Brandenburg, and Gigafactory Shanghai. We also purchased $5.84 billion of
investments in the year ended December 31, 2022. Additionally, cash inflows
related to sales of digital assets were $936 million in the year ended December
31, 2022, and net cash outflows related to digital assets were $1.23 billion in
the year ended December 31, 2021 from purchases of digital assets for $1.50
billion offset by proceeds from sales of digital assets of $272 million.

Cash Flows from Financing Activities



Net cash used in financing activities decreased by $1.68 billion to $3.53
billion during the year ended December 31, 2022 from $5.20 billion during the
year ended December 31, 2021. The decrease was primarily due to a $1.92 billion
decrease in repayments of convertible and other debt, net of proceeds from
issuances of debt. See Note 11, Debt, to the consolidated financial statements
included elsewhere in this Annual Report on Form 10-K for further details
regarding our debt obligations.

Recent Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.


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